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Interpretation

February 28, 2018/ Mohd Daud /

SECTION 2 : INTERPRETATION

(1) In this Act, unless the context otherwise requires-

“accounting records” in relation to a corporation, includes invoices, receipts ,orders for payment of money , bills of exchange, chequs, promissory notes, vouchers and other documents of prime entry and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are prepared.

“Annual general meeting”, in relation to a public company, means a meeting of the company required to be held by section 340.

“Annual return” means the return required to be lodged under section 68, and includes ay document accompanying the return.

“Approved company auditor” means a person who has been approved under section 263 as an auditor and whose approval has not been revoked.

“Approved liquidator” means a person who has been approved under section 433 ass liquidator and whose approval has not been revoked.

“Beneficial owner” means the ultimate owner of the shares and does not include a nominee of any description.

“Board”, in relation to a company, means-

(a) Directors of the company who number not less than the required quorum acting as a board of directors, or

(b) If the company has only one director, that director

“Books” includes any register or other record of information and any accounts and accounting records, however compiled, recorded or stores and also includes any document.

“Directors’ includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director.

“exempt private company” means a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than twenty members none of whom is a corporation.

“Financial statements” has the same meaning as set out in the approved

“Financial year” means the period in respect of which any financial statement of a corporation is made up whether that period is a year or not.

“Officer”, in relation to a corporation, includes-

(a) Any director, secretary or employee of the corporation.

(b) A receiver and manager of any part of the undertaking of the corporation appointed under power contained in any instrument and

(c) Any liquidator of a company appointed in a voluntary winding up. But does not include –

(i) Any receiver who is not also a manager

(ii) Any receiver and manager appointed by the Court or

(iii) Any liquidator appointed by the Court or by the creditors.

”preference share” mean a share by whatever name called, which does not entitle the holder to the right to vote on a resolution or to any right to participated beyond a specified amount in any distribution whether by way of dividend or on redemption, in a winding up, or otherwise.

“Profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period.

“Promoter”, in relation to prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include any person by reasons only of his acting in a professional capacity.

“Service address”, in relation to a director, means an address, electronic or otherwise, provided to the company to which any communication may be sent.

“Share” means issued share capital of a corporation and includes stock except where a distinction between stock and shares is expressed or implied.

SECTION 3 : DEFINITION OF “CORPORATION”

Any reference to “corporation” on this Act means any body corporate formed or incorporated or existing in Malaysia or outside Malaysia and include any foreign company, limited liability partnership and foreign limited liability partnership but does not include-

(a) Any body corporate that is incorporated in Malaysia and is by notice of the Minister published in the Gazette, declared to be a public authority or an instrumentality or agency of the Government of Malaysia or of any State or to be a body corporate which is not incorporated for commercial purposes.

(b) Any corporation sole.

(c) Any society registered under any written law relating to co-operative societies or

(d) Any trade union registered under any written law as a trade union.

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